SKRR Exploration Enters into Share Exchange Agreement with Citizen Mining to Acquire the Bishop Lake Property in Saskatchewan
SKRR Exploration Enters into Share Exchange
Agreement with Citizen Mining to Acquire the
Bishop Lake Property in Saskatchewan
VANCOUVER, BC
,
May 1, 2024
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("
SKRR
" or the "
Company
") is pleased to announce that it has entered into an arm's length
share exchange agreement (the "
Agreement
") with Citizen Mining Corp. ("
Citizen
") and each of the
shareholders of Citizen (the "
Vendors
") dated
May 1, 2024
, pursuant to which the Company will
acquire (the "
Acquisition
") all of the issued and outstanding shares of Citizen (the "
Citizen
Shares
"), a private
British Columbia
incorporated company, that holds an option (the "
Option
") to
acquire a one hundred percent (100%) interest in and to eleven (11) mineral claims in
Saskatchewan
known as the Bishop Lake Uranium Property (the "
Property
"). The Property is located in
Saskatchewan, Canada
. Citizen holds the Option pursuant to a property sale agreement (the "
Sale
Agreement
") with Doctors Investment Group Ltd. (the "
Seller
") dated
April 14, 2024
, a private
British Columbia
incorporated company that is the legal, beneficial and registered holder of the
mineral claims comprising the Property.
Highlights of the Proposed Acquisition
Pursuant to the Agreement, the Company has agreed to acquire all of the 17,140,000 issued and
outstanding Citizen Shares (which will represent all of the outstanding securities of Citizen at the time
of the closing of the Acquisition (the "
Closing
")) from the Vendors, and each of the Vendors agrees
to sell, assign and transfer its respective Citizen Shares to the Company in consideration for the
issuance by the Company of 17,140,000 common shares of the Company (the "
Consideration
Shares
") to the Vendors on a pro rata basis, at a deemed price equal to
$0.075
per Consideration
Share, such that, immediately following the Closing, all of the issued and outstanding Citizen Shares
will be owned by the Company and Citizen will become a wholly-owned subsidiary of the Company.
Upon Closing, the Company will assume the obligations of Citizen under the Sale Agreement.
Pursuant to the Sale Agreement, in order to exercise the Option and to maintain the Option in good
standing, Citizen must:
(a) pay an aggregate of
$2,000,000
in cash to the Seller as follows:
i.
$200,000
on or before
April 29, 2024
(Paid);
ii.
$300,000
on or before the first anniversary of the date of the Sale Agreement (the
"
Effective Date
"); and
iii.
$400,000
on or before the second anniversary of the Effective Date;
iv.
$500,000
on or before the third anniversary of the Effective Date; and
v.
$650,000
on or before the fourth anniversary of the Effective Date.
(b) Incur exploration expenditures on the Property as follows:
i.
$200,000
on or before
August 31, 2024
;
ii. a further
$750,000
on or before
December 31, 2025
;
iii. a further
$1,000,000
on or before
December 31, 2026
; and
iv. a further
$1,500,000
on or before
December 31, 2027
.
(c) Issue 9,000,000 common shares of Citizen to the Seller on the Effective Date
(Completed).
all of which such foregoing obligations of the Option may be accelerated.
The Agreement and the Acquisition are subject to approval of the TSX Venture Exchange (the
"
Exchange
"). The Consideration Shares to be issued pursuant to the Agreement will not be subject
to a hold period pursuant to applicable Canadian securities laws.
The Company is at arm's length from Citizen, the Vendors and the Seller. No finders' fees or
commissions are payable by the Company in connection with completion of the Acquisition. In
connection with the Acquisition, the Company does not expect to assume any material liabilities
except those arising from the Sale Agreement, nor does it expect to devote the majority of its
working capital or resources to the development of the Property. As a result, the Acquisition does
not constitute a fundamental acquisition for the Company within the policies of the Exchange.
The Property is subject to a 1.0% net smelter return royalty in favour of the Seller with SKRR's
option to repurchase 0.5% (one-half) of the net smelter return royalty for
$1.5 million
.
The Bishop Lake Uranium Property
The Property consists of 11 contiguous claims comprising a total of approximately 6,273 hectares,
located approximately 25km southwest from the Key Lake mill in
Saskatchewan, Canada
.
About SKRR Exploration Inc.
SKRR is a Canadian-based precious and base metal explorer with properties in
Saskatchewan
–
some of the world's highest ranked mining jurisdictions. The primary exploration focus is on the
Trans-Hudson Corridor in
Saskatchewan
in search of world class uranium, precious, and base metal
deposits. The Trans-Hudson Orogen – although extremely well known in geological terms has been
significantly under-explored in
Saskatchewan
. SKRR is committed to all stakeholders including
shareholders, all its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Information
This news release contains "forward–looking information or statements" within the meaning of
applicable securities laws, which may include, without limitation, statements relating to the
Agreement and the proposed Acquisition, the Company's plans for the Property and future payments
and expenditures under the Sale Agreement, Exchange approval of the Agreement and the proposed
Acquisition, and other statements relating to the technical, financial and business prospects of the
Company, its projects and other matters. All statements in this news release, other than statements
of historical facts, that address events or developments that the Company expects to occur, are
forward-looking statements. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from those in the forward-
looking statements. Such statements and information are based on numerous assumptions regarding
present and future business strategies and the environment in which the Company will operate in the
future, including the price of metals, the ability to achieve its goals, the ability to secure equipment
and personnel to carry out work programs, that general business and economic conditions will not
change in a material adverse manner, that financing will be available if and when needed and on
reasonable terms. Such forward-looking information reflects the Company's views with respect to
future events and is subject to risks, uncertainties and assumptions, including the risks and
uncertainties relating to the interpretation of exploration results, risks related to the inherent
uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses
and those other risks filed under the Company's profile on SEDAR at
www.sedarplus.ca
. There is a
possibility that future exploration, development or mining results will not be consistent with the
Company's expectations. Factors that could cause actual results to differ materially from those in
forward looking statements include, but are not limited to, continued availability of capital and
financing and general economic, market or business conditions, failure to secure personnel and
equipment for work programs, adverse weather and climate conditions, failure to maintain all
necessary government permits, approvals and authorizations, decrease in the price of gold, copper,
uranium and other metals, failure to maintain community acceptance (including First Nations),
increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The
Company does not undertake to update forward–looking statements or forward–looking information,
except as required by law.
SOURCE
SKRR EXPLORATION INC.
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For further information:
Sherman Dahl, President & CEO, Tel: 250-558-8340
CO: SKRR EXPLORATION INC.
CNW 04:00e 01-MAY-24